Terms and conditions of sale

General conditions of sale

These General Conditions of Sale (the “GCS”) apply to any contract, sale, order, quotation or commercial proposal relating to the sale of Enalees Products (the “Products”) to a Customer.

Seller: this term refers to Enalees and its subsidiaries as a biotechnology company, which develops, manufactures and markets the Products. The Enalees registered office is located at 8th Floor South, 11 Old Jewry, London, United Kingdom, EC2R 8DU.

Customer: this term refers to all professionals who order a Product either via the website or through a sales representative or any other media.

Product: this term refers to the products (excluding extended warranties) sold by Enalees to Customers and listed on the website under the heading Shop.

Website: this term refers to the https://www.enalees.com website.

1. Order

Orders can be placed either in writing by means of an order form or e-mail, or by telephone. To avoid any errors, we recommend that you state the designation, the reference and the quantity of products ordered.

The order must be accepted in writing by Enalees in order to be validated.

A quotation requested by the Customer, sent by Enalees, and accepted by the Customer, will be deemed to constitute an order and acceptance. Orders and any delivery times requested by the Customer are subject to availability and stock levels.

Orders are processed and dispatched Monday to Thursday (excluding public holidays in the UK), which are the only days on which orders are processed. We recommend that you call your sales representative for any urgent orders.

2. Delivery

Delivery will be made by carrier in order to deliver the order as quickly as possible to the address indicated on the customer order form.

The delivery time indicated on the product sheet on the quotation, where applicable, is provided as an indication only, and is in no way guaranteed. Consequently, Enalees cannot be held responsible for any delay relating to this period. Enalees will nevertheless use its best efforts to deliver to the Customer within a reasonable period. As soon as the parcel has been handed over to the carrier, where applicable, the Customer will receive an e-mail notification indicating the name of the carrier and a tracking number for the parcel for which it is responsible.

Unless expressly agreed otherwise, the Products will be delivered to the address indicated in the Customer’s order, transport being organised by Enalees, and delivery costs being borne by the Customer for all orders under £350+vat. The costs of export and import into the Customer’s country, where applicable, will be the subject of a further invoice if they are borne by Enalees.

Enalees reserves the right to make partial deliveries of the products ordered, provided that such partial delivery does not cause a major inconvenience to the Customer, and at no extra cost to the Customer.

In the event of products missing or damaged on delivery, the Customer must make all necessary reservations on the delivery note, and notify these reservations in writing within two days of delivery by e-mail to Enalees customer service (orders.uk@enalees.com).

3. Price

The current prices of the Products are those indicated at the time of ordering, unless otherwise indicated in a quotation or commercial proposal issued by Enalees.

Prices will be reviewed annually at the beginning of the year, and may be changed at any other time depending on economic circumstances. Existing customers will be notified of any price revisions or changes two weeks before the new prices come into effect. The revised or modified price list will be sent to them by e-mail and the two-week period will run from such date of sending.

Prices are quoted in pounds and are exclusive of VAT, plus the applicable rate of VAT, as well as transport costs and other applicable taxes depending on the country of delivery. No discount will be granted for online payment or early payment, unless otherwise agreed by Enalees.

4. Payment term

Orders can be paid by card or bank transfer within 30 days of the invoice date.

Any bank charges are to be paid by the Customer.

If the Customer fails to pay for the Products within the stipulated period, the Customer will be liable for a late payment penalty of 5% per month from the day of delivery of the Products, without any formal notice being required.

In addition to penalties, any sum due but not paid will automatically give rise to the payment of a flat-rate indemnity of 40 pounds to cover recovery costs, in accordance with the applicable regulations.

Transfers should be made to the following account:

IBAN: GB68REVO00996977354202  | BIC:  

Bank Name                        Sort code              Account no.        RIB key          Direct debit
Revolut                           040075               80766463                               

5. Retention of title clause

Enalees retains ownership of the Products sold and delivered until full payment of the price, in principal and related costs. Enalees reserves the right to reclaim unpaid Products in the event of collective proceedings affecting the Customer.

With respect to the software embedded in the “LAMP PCR Analyser” or “Argos Analyser” sold by Enalees (the “Software”), the Customer acknowledges that Enalees is the sole owner of all rights, including copyrights, relating to the Software. It is understood that for the purposes of the sale of the analyser, the Software is licensed to the Customer, and not sold, with Enalees retaining all ownership rights. Enalees provides the Customer with a non-exclusive, non-transferable and revocable licence, the price of which is included in the price of the analyser, without the possibility of sub-licensing, solely for the purpose of using the Software in accordance with the Special Software Licence Conditions for the Argos Analyser  defined by Enalees, which form an integral part of these General Conditions of Sale.

6. Warranty

Enalees ensures that the diagnostic kits will substantially conform to the technical documentation published by Enalees for a period of 90 days from their date of delivery, or for a period up to the expiry date of the diagnostic kit if that period is less than 90 days. During this warranty period, Enalees agrees to replace defective diagnostic kits. The Customer must inform the Enalees customer service department by e-mail to orders.uk@enalees.com, stating the reference and name of the product, its batch number, and send additional photos. If Enalees is unable to provide a replacement, the Customer may cancel the purchase of the diagnostic kits and be refunded, Enalees not being liable to pay any compensation for such cancellation. This obligation to replace or refund shall be the Customer’s sole remedy in the event of defective diagnostic kits. Enalees disclaims all other warranties, whether express, implied, verbal or written, with respect to the Products, including, without limitation, all implied warranties of merchantability or fitness for a particular purpose, and warranties for latent defects.

Notwithstanding the foregoing, Enalees grants a 1-year warranty for the LAMP PCR analyser (device called “Argos Analyser” or “LAMP PCR Analyser” included in the Starter Pack on the Enalees website), from the date of its installation by Enalees personnel on the Customer’s premises. During this warranty period, Enalees will supply the following parts and services in the event of failure or contamination of the analyser:

• spare parts for the analyser (only if used by the Customer in accordance with the manufacturer’s instructions in the manufacturer’s user manual, as set out in the document entitled “Spare parts – analyser – Enalees”);
• the labour time for repairs or decontamination;
• the possible visit by a commercial engineer to carry out the diagnosis;
• the replacement of the analyser and shipping costs, if necessary;
• the loan of an analyser, if necessary while the analyser is being repaired or decontaminated;
• decontamination either remotely or on Enalees’ premises. Decontamination here means the process used to clean any DNA amplicon off of the “Argos Analyser”, without risk to the manipulator, using the most suitable method by applying a specific surface disinfectant (biocide);
• remote or face-to-face updates to the software embedded in the “Argos Analyser” as well as any corrective action required to ensure that the analyser is working properly.

This specific warranty for the analyser will not apply in the following cases:

• inappropriate use or maintenance by the Customer;
• use by the Customer under conditions that do not comply with the requirements and instructions contained in the manufacturer’s user manual;
• a repair or modification carried out by the Customer and not authorised by the manufacturer.

7. Use of the Products

The Customer shall: (a) use the Products solely to perform in vitro diagnostic tests for veterinary use in accordance with the provisions of the user guides, manuals and technical specifications that Enalees may provide at any time and strictly for the purposes mentioned in such documents, and in accordance with applicable regulations, and (b) indemnify and defend Enalees and its officers and employees against all damages, losses, claims, costs, actions and lawsuits, direct or indirect, relating to the Customer’s failure to fulfil the obligations set forth in (a). Furthermore, no warranty shall be applied in the event that the Customer does not use the Products in accordance with this paragraph.

Enalees or a person authorised in writing by Enalees may individually provide training on the Product sold to the Customer and its employees.

8. Limitation of liability

Enalees’ liability may not give rise to compensation in an amount greater than the purchase price of the Product concerned, which is a diagnostic aid used by Enalees’ veterinary Customer. Under no circumstances shall Enalees be held liable for any direct or indirect, material or immaterial, consequential or non-consequential damages, including damages resulting from loss of profits, data or image arising from the use of the Products.

9. Force majeure and unforeseeability

Failure by either party to perform its obligations will be excused for a reasonable period in light of the circumstances, if the failure to perform or the delay in performing the said obligation is a result of force majeure (an external, unforeseeable and unavoidable event within the meaning of Article 1218 of the French Civil Code). The party wishing to request a waiver of liability as a result must notify the other party without delay of the occurrence and cessation of the said circumstance.

These GCS expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all sales by Enalees to the Customer. Enalees and the Customer therefore each waive the right to invoke this article and undertake to assume their obligations even if the contractual balance is upset by circumstances unforeseeable at the time of the order, even if its performance proves excessively onerous, and to bear all economic and financial consequences thereof.

10. Miscellaneous

The Customer undertakes to ensure that the Products will not be resold or exported, directly or indirectly, in violation of any applicable export or import laws, or used for purposes prohibited by such laws, or without the prior written consent of Enalees.

Should any of the provisions herein be considered invalid or unenforceable, in whole or in part, the validity of the other provisions and the remainder of the provision in question shall not be affected. Invalid or unenforceable provisions must be replaced by a valid provision that comes as close as possible to the meaning and purpose of the invalid or unenforceable provision.

Any dispute relating to the interpretation and performance of these General Conditions of Sale shall be governed by French law. Failing an amicable resolution, the dispute will be brought before the Commercial Court of Evry, France.

These GCS shall prevail over any general terms and conditions of purchase or any other document relating to the Customer’s purchases, if such documents exist.

11. Distribution

The Products are available in the Territories either directly from France or via our subsidiaries in the United Kingdom and Germany or via our network of distributors.

12. Territories

In using the term “Territories”, Enalees refers to the countries indicated on the “ENALEES POINTS OF SALE” page of the Website as territories where the brands Epona^®, Astéria^® and Argos^® are sold.

13. Technical Support

Enalees will provide technical support to its direct Customers and to the Customers of its subsidiaries Monday to Friday, from 9 am to 5 pm (GMT). Technical support can be contacted by telephone on 01609 635090 or via e-mail to support@enalees.com.

Customers purchasing Enalees products through a distributor should contact the local distributor for assistance.